SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT is entered into as of this 26th day of
December, 2005 by and between Transax International Limited, a Colorado
corporation (the "Company") and Xxxxxxx Xxxxxxx, the President/Chief Executive
Officer and a director of the Company ("Xxxxxxx").
RECITALS:
WHEREAS, the Company has incurred substantial monetary obligations
concerning its business operations and the development and marketing of its
products;
WHEREAS, Xxxxxxx has provided certain managerial and consulting services
to the Company pursuant to certain contractual relations between the Company
and Xxxxxxx in order to assist the Company in its ongoing business operations;
WHEREAS, the Company has incurred an aggregate of $45,000.00 to Xxxxxxx
relating to the managerial and consulting services provided by Xxxxxxx to the
Company (the "Debt");
WHEREAS, the Company and Xxxxxxx have settled their differences regarding
the Debt and wish to set forth their settlement agreement;
WHEREAS, the Company desires to settle the Debt by issuing to Xxxxxxx
and/or his designates 300,000 shares of its restricted common stock, par value
$0.00001 (the "Common Stock") at the rate of $0.15 per share (which amount is
based upon the average close price of $0.15 of the Company's shares of Common
Stock traded on the OTC Bulletin Board between 12 December, 2005 and 23
December, 2005);
WHEREAS, Xxxxxxx desires to convert the Debt and accept the issuance of
200,000 shares of restricted Common Stock of the Company as full and complete
satisfaction of the Debt;
WHEREAS, the Company and Xxxxxxx desire to release one another from any
and all further liability as related to the aforesaid Debt; and
WHEREAS, the Board of Directors of the Company by unanimous written
consent dated December 26th, 2005 has approved the execution of this Settlement
Agreement and the issuance of the 300,000 shares of restricted Common Stock to
Xxxxxxx as settlement of the Debt.
NOW, THEREFORE, in consideration of the aforesaid recitals and mutual
promises contained herein, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
AGREEMENT
1. The Company agrees to issue to Xxxxxxx and/or his designates 300,000
shares of its restricted Common Stock, at $0.15 as of December 26, 2005, as
full and complete satisfaction and payment of the Debt.
2. Xxxxxxx agrees to accept the issuance of 300,000 shares of the
restricted Common Stock of the Company as full and complete satisfaction and
payment of the Debt.
3. The Company and Xxxxxxx shall agree to release each other and forever
discharge any and all claims, manner of actions, whether at law or in equity
suits, judgments, debts, liens, liabilities, demands, damages, losses, sums of
money, expenses or disputes, known or unknown, fixed or contingent, which it
now has or may have hereafter, directly or indirectly, individually or in any
capacity against each other, their successors and assigns, as well as its
present or former owners, directors, officers, stockholders, employees, agents,
heirs, by reason of any act, omission, matter, cause, or thing whatsoever, from
the beginning of time to, and including the date of the execution of this
Agreement, relating to the aforesaid Debt.
4. Xxxxxxx acknowledges that the issuance of the 300,000 shares of
restricted Common Stock: (i) has not been registered under the Securities Act
of 1933, as amended (the "1933 Securities Act"); (ii) is in reliance on the
exemption provided by Section 4(2) and/or Regulation S of the 1933 Securities
Act; (iii) are being acquired solely for Xxxxxxx' own account without any
present intention for resale or distribution, with the exception of those
shares of Common Stock to be transferred to designates of Xxxxxxx in accordance
with that certain Letter of Instruction from Xxxxxxx; (iv) will not be resold
without registration under the 1933 Securities Act or in compliance with an
available exemption from registration, unless the shares of Common Stock are
registered under the 1933 Securities Act and under any applicable state
securities law or an opinion of counsel satisfactory to the Company is
delivered to the Company to the effect that any proposed distribution of the
shares of Common Stock will not violate the registration requirements of the
1933 Securities Act and any applicable state securities laws; and (v) that
Xxxxxxx understands the economic risk of an investment in the Common Stock and
has had the opportunity to ask questions of and receive answers from the
Company's management concerning any and all matters related to the acquisition
of the Common Stock.
5. This Settlement Agreement shall be effective as of 26th December 2005,
and shall be binding upon and insure to the benefit of the parties hereto and
their respective successors.
Transax International Limited
Date: 26th Dec 2005 By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx, Director
Director
Date: /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
